REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2010 • Molycorp, Inc. • Metal mining • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of April 15, 2010, by and among Molycorp, Inc., a Delaware corporation (the “Corporation”), Resource Capital Fund IV L.P., a Cayman Island limited partnership (“RCF IV”), Resource Capital Fund V L.P., a Cayman Island limited partnership (“RCF V” and together with RCF IV, “RCF”), PP IV Mountain Pass II, LLC, a Delaware limited liability company (“PP IV MP II”), PP IV MP AIV 1, LLC, a Delaware limited liability company (“PMP AIV 1”), PP IV MP AIV 2, LLC, a Delaware limited liability company (“PMP AIV 2”), PP IV MP AIV 3, LLC, a Delaware limited liability company (“PMP AIV 3,” and together with PP IV MP II, PMP AIV 1 and PMP AIV 2, “Pegasus”), TNA Moly Group LLC, a Delaware limited liability company (“TNA”), MP Rare Company LLC, a Delaware limited liability company (“MP,” and together with RCF, Pegasus and TNA, the “Initial Stockholders”) and KMSMITH LLC, a Delaware limited liability company (“KMSMITH”).
STOCKHOLDERS AGREEMENTStockholders Agreement • June 21st, 2010 • Molycorp, Inc. • Metal mining • Delaware
THIS STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of April 15, 2010 (the “Effective Date”), is made by and among Molycorp, Inc., a Delaware corporation (the “Corporation”), and the Persons identified on Schedule 1 attached hereto and any other person who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A (collectively, the “Stockholders,” and each individually, a “Stockholder”).
Termination and Mutual Release AgreementTermination and Mutual Release Agreement • June 21st, 2010 • Molycorp, Inc. • Metal mining • New York
This Termination and Mutual Release Agreement (the “Agreement”) is entered into as of June 16, 2010, by and between Molycorp Minerals, LLC, a Delaware limited liability company (“Molycorp”) and Traxys North America LLC, a Delaware limited liability company (“Traxys”).
SALES/BUY-BACK AGREEMENTBuy-Back Agreement • June 21st, 2010 • Molycorp, Inc. • Metal mining • New York
AGREEMENT, made and entered into this 15 day of May, 2009 (“Effective Date”), by and between Traxys North America LLC, a Delaware limited liability company corporation with offices at 825 Third Avenue New York, NY 10022 (“Traxys”), and Molycorp Minerals, LLC, a Delaware limited liability company with offices at 5619 Denver Tech Center Parkway, Suite 1000, Greenwood Village, CO 80111 (“Molycorp”).
CONTRIBUTION AGREEMENTContribution Agreement • June 21st, 2010 • Molycorp, Inc. • Metal mining • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of this 15th day of April, 2010, by and among Molycorp, Inc., a Delaware corporation (the “Corporation”), Molycorp, LLC, a Delaware limited liability company (“Molycorp LLC”), Molycorp Minerals, LLC, a Delaware limited liability company (“Molycorp Minerals”), Resource Capital Fund IV L.P., a Cayman Islands limited partnership (“RCF IV”), Resource Capital Fund V L.P., a Cayman Islands limited partnership (“RCF V”), PP IV Mountain Pass II, LLC, a Delaware limited liability company (“PP II LLC”), PP IV MP AIV 1, LLC, a Delaware limited liability company (“PP AIV 1”), PP IV MP AIV 2, LLC, a Delaware limited liability company (“PP AIV 2”), PP IV MP AIV 3, LLC, a Delaware limited liability company (“PP AIV 3,” together with PP II LLC, PP AIV 1 and PP AIV 2, the “Pegasus Entities”), TNA Moly Group LLC, a Delaware limited liability company (“TNA”), MP Rare Company LLC, a Delaware limited liability company (“MP”), KMSMIT
SALES/BUY-BACK AGREEMENTBuy-Back Agreement • June 21st, 2010 • Molycorp, Inc. • Metal mining • New York
AGREEMENT, made and entered into this 1st day of June, 2010 (“Effective Date”), by and between Traxys North America LLC, a Delaware limited liability company corporation with offices at 825 Third Avenue New York, NY 10022 (“Traxys”), and Molycorp Minerals, LLC, a Delaware limited liability company with offices at 5619 Denver Tech Center Parkway, Suite 1000, Greenwood Village, CO 80111 (“Molycorp”).
